MYND 6-K
Mynd.ai, Inc. (MYND)
6-K
2025-08-27
For: 2025-06-30
View Original
Added on
April 06, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2025
Commission file number: 001-38203
Mynd.ai, Inc.
(Exact name of Registrant as specified in its charter) | ||
Not applicable
(Translation of Registrant’s name into English) | ||
Maples Corporate Services Limited,
PO Box 309,
Ugland House,
Grand Cayman KY1-1104
Cayman Islands
(Address of principal executive offices) | ||
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Yes Form 40-F ☐ No
| Exhibit No | Description | |||||||
| 99.1 | ||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Mynd.ai, Inc. | ||||||||
| By: | /s/ Arthur Giterman | |||||||
| Name: | Arthur Giterman | |||||||
| Title: | Chief Executive Officer & Chief Financial Officer | |||||||
Date: August 27, 2025 | ||
Exhibit 99.1
Mynd Announces 2025 First Half Results
Highlights Include Introduction of Transformational Modular Technology Infrastructure in H1 2025, Significant Reduction of Debt, Net Loss improvement of 38.7%, and Entry into Definitive Agreement to Acquire Award-Winning Technology for an AI-Based Voice Assistant Solution
Seattle, WA., August 27, 2025 – Mynd.ai, Inc. (the “Company” or “Mynd”) (NYSE American: MYND) today announced financial results for the first half of 2025 (H1 2025).
H1 2025 Key Financial Milestones:
–Revenue of $89.3 million compared to $146.9 million for the same period in the prior year, with the decrease primarily driven by declines in customer spending due to budgetary reductions caused by economic uncertainty
–Net loss from continuing operations of $28.9 million improved by $18.3 million or 38.7% compared to $47.2 million in the same period in the prior year
–Cash flow from continuing operations decreased by $33.5 million compared to the same period in the prior year, with cash reserves of $29.1 million as of June 30, 2025
–Reduced outstanding indebtedness by $7.4 million since year end
–Management continuing to implement cost saving measures to mitigate effects of education technology market headwinds
“Notwithstanding industry-wide softening throughout most of our key geographic markets, customer budget uncertainties, and increased tariffs, we are focused on positioning the Company for future success,” said Arthur Giterman, Chief Executive Officer. “The introduction of our next-generation integrated solution, ActivPanel 10® and Promethean ActivSuite® software, is the first step in the transformation of our core offerings designed to enhance cybersecurity, facilitate a seamless “plug and play” experience with customers' existing technology, and lower lifetime cost of ownership.
The accelerated product portfolio evolution is further enabled and enhanced by our continued focus on various cost optimization initiatives designed to improve our competitive positioning in the market and facilitate further investments in our business.
On the investment front, I’m very excited to highlight our entry into an agreement to acquire an award-winning AI voice assistant technology, which we expect to complete during the third quarter. We believe that this acquisition will allow us to accelerate and evolve our AI-enabled solution roadmap and significantly enhance the interaction of the full ecosystem of software and hardware offerings in a classroom.”
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Forward-Looking Statements
This press release contains “forward-looking statements,” within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements reflect Mynd’s current expectations and projections about future events at the time, and thus involve uncertainty and risk. The words “believe,” “expect,” “anticipate,” “will,” “could,” “would,” “should,” “may,” “plan,” “estimate,” “intend,” “predict,” “potential,” “continue,” “optimistic,” and the negatives of these words and other similar expressions generally identify forward looking statements. Such forward-looking statements are subject to various risks and uncertainties, including those described under the section entitled “Risk Factors” in Mynd’s Annual Report on Form 20-F, filed with the SEC on March 26, 2025, as such factors may be updated from time to time in Mynd’s periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov and on the Company's website at www.mynd.ai. The Company shall, upon the request of any shareholder or bondholder, furnish a hard copy of Mynd's complete audited financial statements free of charge. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements, including, but not limited to, the Company’s brand recognition and market reputation; student enrollment in the Company’s teaching facilities; the Company’s growth strategies and ability to build long-term relationships with schools and other key market participants; the Company’s future business development, results of operations and financial condition; trends and competition in the early childhood education markets in which the Company intends to operate; changes in its revenues and certain cost or expense items; the expected growth of the early childhood education market in the Company’s targeted addressable markets; governmental policies relating to the Company’s industry, including government funding of education opportunities, the Company’s ability to implement cost saving initiatives to mitigate market headwinds and general economic conditions in the markets in which the Company intends to operate. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this release and in Mynd’s filings with the SEC. While forward-looking statements reflect Mynd’s good faith beliefs, they are not guarantees of future performance. Mynd disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of this press release, except as required by applicable law.
Discussion of non-GAAP Financial Measures
We believe that providing the non-GAAP ("Generally Accepted Accounting Principles") information to investors, in addition to the GAAP presentation, allows investors to view the financial results in the way management views the operating results. We further believe that providing this information allows investors not only to better understand our financial performance, but more importantly, to evaluate the efficacy of the methodology and information used by management to evaluate and measure such performance. The non-GAAP information included in this press release should not be considered superior to, or a substitute for, financial statements prepared in accordance with GAAP.
We utilize a number of different financial measures, both GAAP and non-GAAP, in analyzing and assessing the overall performance of the business, for making operating decisions and for forecasting and planning for future periods. Our annual financial plan is prepared both on a GAAP and non-GAAP basis, and the non-GAAP annual financial plan is approved by our board of directors. Continuous budgeting and forecasting for revenue and expenses are conducted on a consistent non-GAAP basis, in addition to GAAP, and actual results on a non-GAAP basis are assessed against the non-GAAP annual financial plan. In addition, and as a consequence of the importance of these measures in managing the business, we use non-GAAP measures and results in the evaluation process to establish management’s compensation. For example, our annual bonus program payments are based in part upon the achievement of consolidated revenue and Adjusted EBITDA targets.
Reconciliations with respect to the Non-GAAP figures included in this press release to such Non-GAAP figure’s most comparable GAAP figure are included in the financial tables below.
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About Mynd.ai, Inc.
Seattle-based Mynd is a global leader in interactive technology offering best-in-class hardware and software solutions that help organizations create and deliver dynamic content; simplify and streamline teaching, learning, and communication; and facilitate real-time collaboration. Our award-winning interactive displays and software can be found in more than 1 million learning and training spaces across 126 countries. Our global distribution network of more than 4,000 reseller partners and our dedicated sales and support teams around the world enable us to deliver the highest level of service to our customers.
For investor and media inquiries, please contact:
Investor Relations - Mynd.ai, Inc.
E-mail: [email protected]
Arthur Giterman
Chief Executive Officer & Chief Financial Officer
Tel: (206) 393-4493
Financial Tables Follow
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Mynd.ai, Inc.
UNAUDITED CONSOLIDATED BALANCE SHEETS
(in thousands of U.S. dollars, except share and per share data, or otherwise noted)
| June 30, 2025 | December 31, 2024 | |||||||||||||
| ASSETS | ||||||||||||||
| Current assets: | ||||||||||||||
| Cash and cash equivalents | $ | 29,062 | $ | 75,317 | ||||||||||
| Accounts receivable, net of allowance for credit losses of $700 and $211, respectively | 37,594 | 30,506 | ||||||||||||
Inventories | 28,705 | 28,638 | ||||||||||||
| Prepaid expenses and other current assets | 9,419 | 11,601 | ||||||||||||
| Due from related parties | 2,809 | 1,561 | ||||||||||||
| Total current assets | 107,589 | 147,623 | ||||||||||||
| Non-current assets: | ||||||||||||||
| Goodwill | 44,745 | 44,130 | ||||||||||||
| Property, plant, and equipment, net | 13,626 | 14,595 | ||||||||||||
| Intangible assets, net | 37,459 | 39,521 | ||||||||||||
| Right-of-use assets | 2,899 | 3,448 | ||||||||||||
| Deferred tax assets, net | 35 | 34 | ||||||||||||
| Other non-current assets | 3,439 | 3,268 | ||||||||||||
| Total non-current assets | 102,203 | 104,996 | ||||||||||||
| Total assets | 209,792 | 252,619 | ||||||||||||
| LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||||||||||
| Current liabilities: | ||||||||||||||
| Accounts payable | 36,795 | 40,485 | ||||||||||||
| Accrued expenses and other current liabilities | 36,066 | 45,959 | ||||||||||||
| Loans payable, current | 7,873 | 10,931 | ||||||||||||
| Contract liabilities | 11,767 | 11,281 | ||||||||||||
| Accrued warranties | 16,026 | 15,749 | ||||||||||||
| Lease liabilities, current | 1,116 | 1,047 | ||||||||||||
| Due to related parties | 5,343 | 4,621 | ||||||||||||
| Total current liabilities | 114,986 | 130,073 | ||||||||||||
| Non-current liabilities: | ||||||||||||||
| Loans payable, non-current | 58,709 | 58,077 | ||||||||||||
| Loans payable, related parties, non-current | — | 5,006 | ||||||||||||
| Contract liabilities, non-current | 18,384 | 18,581 | ||||||||||||
| Lease liabilities, non-current | 2,246 | 2,761 | ||||||||||||
| Deferred tax liabilities | 9,643 | 9,756 | ||||||||||||
| Total non-current liabilities | 88,982 | 94,181 | ||||||||||||
| Total liabilities | 203,968 | 224,254 | ||||||||||||
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| Shareholders’ equity: | ||||||||||||||
| Ordinary shares par value of $0.001; 990,000,000 shares authorized. 458,495,740 shares issued and 456,446,860 shares outstanding as of June 30, 2025. 456,477,820 shares issued and 454,958,590 shares outstanding as of December 31, 2024. $10,000,000 shares, $0.001 par value, without designation; none authorized, issued and outstanding as of June 30, 2025 and December 31, 2024. | 458 | 456 | ||||||||||||
| Treasury shares, at cost, 2,048,880 and 1,519,230 shares, respectively | (452) | (342) | ||||||||||||
| Additional paid-in capital | 485,591 | 479,480 | ||||||||||||
| Accumulated other comprehensive income | 3,692 | 3,344 | ||||||||||||
| Accumulated deficit | (483,465) | (454,573) | ||||||||||||
| Total Mynd.ai, Inc. shareholders’ equity | 5,824 | 28,365 | ||||||||||||
| Non-controlling interest | — | — | ||||||||||||
Total shareholders’ equity | 5,824 | 28,365 | ||||||||||||
| Total liabilities and shareholders’ equity | $ | 209,792 | $ | 252,619 | ||||||||||
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Mynd.ai, Inc.
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands of U.S. dollars, except share and per share data, or otherwise noted)
| Six months ended June 30, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| Revenue | $ | 89,272 | $ | 146,853 | ||||||||||
| Cost of revenue | 69,884 | 104,745 | ||||||||||||
| Gross profit | 19,388 | 42,108 | ||||||||||||
| Operating expenses, net: | ||||||||||||||
| General and administrative | 14,928 | 16,419 | ||||||||||||
| Research and development | 7,782 | 13,413 | ||||||||||||
| Sales and marketing | 21,399 | 22,199 | ||||||||||||
| Transaction-related costs | 53 | 125 | ||||||||||||
| Restructuring | 4,353 | 1,218 | ||||||||||||
| Total operating expenses | 48,515 | 53,374 | ||||||||||||
Operating loss | (29,127) | (11,266) | ||||||||||||
| Other income (expense): | ||||||||||||||
| Interest expense | (4,913) | (5,489) | ||||||||||||
| Interest income | 637 | 1,314 | ||||||||||||
| Gain on embedded derivative | 2,143 | 9,249 | ||||||||||||
Other income (expense) | 2,409 | (1,468) | ||||||||||||
| Total other income (expense) | 276 | 3,606 | ||||||||||||
| Net loss from continuing operations, before income taxes | (28,851) | (7,660) | ||||||||||||
Income tax expense | (41) | (39,496) | ||||||||||||
| Net loss from continuing operations | (28,892) | (47,156) | ||||||||||||
Loss from discontinued operations, net of tax | — | (654) | ||||||||||||
| Net loss | (28,892) | (47,810) | ||||||||||||
| Net loss from continuing operations attributable to non-controlling interest | — | — | ||||||||||||
Net loss from discontinued operations attributable to non-controlling interests | — | (70) | ||||||||||||
Net loss attributable to non-controlling interests | — | (70) | ||||||||||||
| Net loss attributable to ordinary shareholders of Mynd.ai, Inc. from continuing operations | (28,892) | (47,156) | ||||||||||||
| Net loss attributable to ordinary shareholders of Mynd.ai, Inc. from discontinued operations | — | (584) | ||||||||||||
| Net loss attributable to ordinary shareholders of Mynd.ai, Inc. | $ | (28,892) | $ | (47,740) | ||||||||||
Net loss per ordinary share | ||||||||||||||
| From continuing operations: Basic and Diluted | $ | (0.06) | $ | (0.10) | ||||||||||
| From discontinued operations: Basic and Diluted | $ | — | $ | (0.00) | ||||||||||
| Total basic and diluted | $ | (0.06) | $ | (0.10) | ||||||||||
Weighted average shares outstanding used in calculating net loss per share: Basic and diluted | 456,872,902 | 456,477,820 | ||||||||||||
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Mynd.ai. Inc.
UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(in thousands)
| Six months ended June 30, | ||||||||||||||
| June 30, 2025 | June 30, 2024 | |||||||||||||
| Net loss | $ | (28,892) | $ | (47,810) | ||||||||||
Other comprehensive loss, net of tax of nil: | ||||||||||||||
| Change in foreign currency translation reserve | 256 | 211 | ||||||||||||
| Total comprehensive loss | (28,636) | (47,599) | ||||||||||||
| Less: comprehensive loss attributable to non-controlling interest | — | (70) | ||||||||||||
| Comprehensive loss attributable to Mynd.ai Inc. | $ | (28,636) | $ | (47,529) | ||||||||||
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Mynd.ai, Inc.
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
| Six months ended June 30, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||||||||
| Net loss | $ | (28,892) | $ | (47,810) | ||||||||||
| Loss from discontinued operations, net of tax | — | 654 | ||||||||||||
| Net loss from continuing operations | (28,892) | (47,156) | ||||||||||||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||||||||
| Depreciation and amortization | 4,697 | 2,728 | ||||||||||||
| Deferred taxes | (113) | 39,480 | ||||||||||||
| Non-cash lease expense | 766 | 929 | ||||||||||||
| Non-cash interest expenses | 2,799 | 2,290 | ||||||||||||
| Amortization of RDEC credit | (1,005) | (588) | ||||||||||||
| Gain on embedded derivative | (2,143) | (9,249) | ||||||||||||
| Share-based compensation | 1,037 | 1,131 | ||||||||||||
Changes in accounts receivable provision | 479 | — | ||||||||||||
| Net realizable value adjustments to inventory | 396 | — | ||||||||||||
Other | 24 | 38 | ||||||||||||
| Change in operating assets and liabilities: | ||||||||||||||
| Accounts receivable | 1,030 | (4,185) | ||||||||||||
| Inventories | 811 | 19,547 | ||||||||||||
| Prepaid expenses and other assets | 3,062 | 1,995 | ||||||||||||
| Due from related parties | (857) | 97 | ||||||||||||
| Accounts payable | (5,075) | (6,230) | ||||||||||||
| Accrued expenses and other liabilities | (17,545) | (7,178) | ||||||||||||
| Accrued warranties | (375) | (2,378) | ||||||||||||
| Due to related parties | 445 | 961 | ||||||||||||
| Contract liabilities | (129) | 947 | ||||||||||||
| Lease obligations - operating leases | (681) | (920) | ||||||||||||
| Net cash used in operating activities - continuing operations | (41,269) | (7,741) | ||||||||||||
Net cash provided by operating activities - discontinued operations | — | 391 | ||||||||||||
| Net cash used in operating activities | (41,269) | (7,350) | ||||||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||||||||
| Acquisition of property, plant and equipment | (33) | (434) | ||||||||||||
| Internal-use software development costs | (1,467) | (3,499) | ||||||||||||
Net cash used in investing activities - continuing operations | (1,500) | (3,933) | ||||||||||||
| Net cash used in investing activities - discontinued operations | — | (650) | ||||||||||||
Net cash used in investing activities | (1,500) | (4,583) | ||||||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||||||||
| Repayment of Revolver | (11,000) | (16,770) | ||||||||||||
| Proceeds from Revolver | 8,000 | 6,000 | ||||||||||||
| Repayment of Paycheck Protection Program Loan | (82) | (96) | ||||||||||||
Share repurchase | (110) | — | ||||||||||||
| Taxes withheld and paid related to net share settlement of share-based compensation awards | (49) | — | ||||||||||||
| Net cash used in financing activities - continuing operations | (3,241) | (10,866) | ||||||||||||
| Net cash used in financing activities - discontinued operations | — | — | ||||||||||||
| Net cash used in financing activities | (3,241) | (10,866) | ||||||||||||
| Net change in cash and cash equivalents | (46,010) | (22,799) | ||||||||||||
Cash and cash equivalents, beginning of period | 75,317 | 87,804 | ||||||||||||
| Exchange rate effects | (245) | 493 | ||||||||||||
Cash and cash equivalents, end of period | $ | 29,062 | $ | 65,498 | ||||||||||
| Supplemental disclosure of non-cash investing and financing activities transactions: | ||||||||||||||
| Continuing operations: | ||||||||||||||
Forgiveness of related party payables | $ | 5,217 | $ | — | ||||||||||
| Lease assets acquired in exchange for lease liabilities | $ | — | $ | 39 | ||||||||||
| Convertible notes issued in exchange for accrued PIK interest | $ | 1,703 | $ | 1,643 | ||||||||||
| Decrease in goodwill due to measurement period adjustments relating to business acquisition, net | $ | — | $ | 1,228 | ||||||||||
| Discontinued operations: | ||||||||||||||
| Lease assets acquired in exchange for lease liabilities | $ | — | $ | 3,516 | ||||||||||
| Supplemental disclosure of cash transactions: | ||||||||||||||
| Cash paid for interest | $ | 1,841 | $ | 2,730 | ||||||||||
| Cash refund, net of cash paid for taxes | $ | 1,450 | $ | 967 | ||||||||||
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Mynd.ai. Inc.
SUPPLEMENTAL FINANCIAL INFORMATION
Reconciliation of Net Income to Adjusted EBITDA
(in thousands)
| Six months ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| (in thousands) | |||||||||||
Net loss from continuing operations | $ | (28,892) | $ | (47,156) | |||||||
| Interest expense | 4,913 | 5,489 | |||||||||
| Interest income | (637) | (1,314) | |||||||||
Income tax expense | 41 | 39,496 | |||||||||
| Depreciation and amortization | 4,697 | 2,728 | |||||||||
| Share-based compensation | 1,037 | 1,131 | |||||||||
| Gain on embedded derivative | (2,143) | (9,249) | |||||||||
Other (income) expense, net | (2,409) | 1,468 | |||||||||
Transaction-related costs(1) | 53 | 125 | |||||||||
Restructuring costs(2) | 4,353 | 1,218 | |||||||||
Litigation costs and penalties(3) | — | — | |||||||||
| Adjusted EBITDA | $ | (18,987) | $ | (6,064) | |||||||
(1) Transaction-related costs are non-recurring costs related to acquisitions and disposals of businesses, as well as similar corporate-level transactions.
(2) Refers to employee severance costs, contract termination costs, facility restructuring, and business restructuring efforts undertaken by management.
(3) Refers to costs incurred to defend against, opportunistically settle, and establish a reserve for claims associated with litigation, as well as any related penalties incurred for such litigation. No such costs were incurred in the six months ended June 30, 2024 or 2025.
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